Sundaram trustee company 14-1 · 2018-08-13 · Surplus carried to Balance Sheet 17.82 12.50 ANNUAL REPORT 2014-2015. 4 SUNDARAM TRUSTEE COMPANY LIMITED ... management Framework of

SUNDARAM TRUSTEECOMPANY LIMITED

ANNUAL REPORT2014-2015

11

Board of DirectorsK V Ramanathan Chairman

S Viji

R Rajamani

M S Sundara Rajan

Audit CommitteeR Rajamani Chairman

M S Sundara Rajan

BankersIDBI Bank Ltd

AuditorsM/s. Sundaram & Srinivasan, Chennai Chartered Accountants

Registered OfficeNo. 21, Patullos Road

Chennai 600 002

Corporate OfficeSundaram Towers,

II Floor, 46, Whites Road, Chennai 600 014.

Tel: 28583362, Fax: 28583156

Website: www.sundarammutual.com

SUNDARAM TRUSTEE COMPANY LIMITED

ANNUAL REPORT 2014-2015 1

2


Contents

Directors’ Report 3

Auditors’ Report 14

Balance Sheet 17

Profit and Loss Statement 18

Notes 19

Cash Flow Statement 27

ANNUAL REPORT 2014-2015

3


DIRECTORS’ REPORT

To the Members

Your Directors have pleasure in presenting the Eleventh Annual Report with the audited financial statement ofaccounts for the year ended March 31, 2015. The summarized financial results of the Company are givenhereunder:

Financial Performance

During the year under review, your Company earned a gross income of Rs. 91.85 lakhs by way of trusteeship fees andother income as against Rs. 118.53 lakhs reported in the previous year 2013-14. The expenditure for the year underreview was Rs. 37.06 lakhs in the current financial year compared to Rs.35.85 lakhs in 2013-14. Your companyreported a Profit after tax of Rs. 39.25 lakhs for the year ended March 31, 2015 as against Rs. 58.42 lakhs in theprevious year. A sum of Rs. 51.75 lakhs is available for appropriation for the financial year 2014-15. Your Directorsare happy to recommend a dividend of 500% on the paid up capital of the company. The dividend together withdividend tax absorbs a sum of Rs 30 lakhs. After transferring Rs. 3.93 lakhs to General Reserve, the balance ofRs 17.82 lakhs will be retained as surplus in the profit and loss account.

Mutual Fund Industry-Broad Trends

The Gross mobilization by the industry, excluding liquid schemes, for the year was Rs.6,80,995 Cr. as againstRs. 6,69,554 Cr., in the previous year, registering a marginal growth of 1.71%. The industry witnessed a grossredemption of Rs. 5,87,488 Cr. (excluding liquid schemes), leading to a net new cash (excluding liquid schemes) ofRs. 93,507 Cr. when compared to Rs. 29,684 Cr in 2013-14.

The total assets managed by the industry comprising 46 mutual fund houses (including fund houses setup forlaunching infrastructure debt funds) as at March 31, 2015 was Rs. 10,82,757 Cr., an increase of 31.21% from theprevious year's figure of Rs. 8,25,240 Cr.

Financial Results: (Rs. In lakhs)

ParticularsYear ended

March 31, 2015Year ended

March 31, 2014

Less : Appropriations

Total Income 118.5391.85

Less : Total Expenses 35.8537.06

Profit Before Tax 82.6854.79

Provision for Taxation 24.2615.54

Profit After Tax 58.4239.25

Surplus Brought Forward 6.7312.50

Amount available for appropriation 65.1551.75

- Dividend Proposed (Final) 40.0025.00

- Dividend Distribution Tax 6.805.00

- Transfer to General Reserves 5.853.93

Surplus carried to Balance Sheet 12.5017.82


4


Sundaram Mutual Fund-Performance

In 2014-15, Sundaram Mutual Fund schemes mobilized a sum of Rs. 13,336 Cr., excluding liquid schemes,compared to Rs. 13,579 Cr. in 2013-14. This represents a marginal decline of 1.79% compared to the previous year'scollections. The gross redemption from Sundaram Mutual schemes was Rs. 14,383 cr. (excluding liquid schemes) in2014-15, as against the previous year's redemption amount of Rs. 12,472 Cr., (excluding liquid schemes)representing an increase of 15.32%. The Net outflow (without liquid schemes) during the year 2014-15 wasRs.1,047.00 Cr. when compared to Net Inflow (without liquid schemes) of Rs. 1,108.00 Cr. in 2013-14.

The AUM of Sundaram Mutual Fund schemes as at March 31, 2015 was Rs. 19,116.18 Cr. when compared toRs. 15,193.17 Cr. as at March 31, 2014, representing a growth of 25.83% over the previous year. On year end figurethe closing AUM of Sundaram Mutual Fund Schemes represents a share of 1.77 % of the Industry AUM ofRs 10,82,757 Cr.

Fund Performance

The schemes of Sundaram Mutual Fund achieved good performance during the year. Sundaram SMILE fund wasranked as #1 equity fund in the country recording 105.60% on a one year basis for the financial year 2014-15.Sundaram Select Midcap was ranked as #1 equity scheme in the country recording 21.90% of annualized return ona 10 year basis. Sundaram Select Midcap, Sundaram Global Advantage, Sundaram Select Debt Short Term AssetPlan and Sundaram Gilt Fund secured the Best Fund awards for 2014 from LIPPER, an independent rating agency.

Risk management

The Company's operations mainly relate to providing trusteeship services to Sundaram Mutual Fund Schemes. Therisk management areas relating to the mutual funds operations have been extensively covered by the Enterprise Riskmanagement Framework of the Investment Manager, Sundaram Asset Management Company Limited, which isdesigned to assist in the identification and assessment of risks in order that they can be managed in an efficientmanner and that informed decisions can be taken to manage threats and exploit opportunities.

The reports of the internal auditor and independent auditor of the schemes relating to the financials andtheoperations of the Company and schemes were reviewed by the Audit Committee which oversees Risk Controls in thesystem.

Internal Control System and Adequacy

The Company has an adequate system of internal controls consistent with its nature and size of the Operations toensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that thetransactions are authorized, recorded and reported correctly. The Company carries out extensive and regularinternal control programs, policy reviews, guidelines and procedures to ensure that the internal control systems areadequate enough to protect the Company against any loss or misuse of the Company's assets.

Outlook

The Government is pushing ahead with its growth agenda and making efforts to deepen Centre-State relations. Theadoption of the 14th finance commission recommendations is a move in that direction. The Government is in theprocess of reforming the system of subsidies and is committed to fiscal consolidation. A slow domestic recoverywould test the Government's resolve on reform and fiscal consolidation, but it is expected that the Government willhold their ground and not turn populist. While the Government's passing of The Insurance Laws Amendment Bill2015, The Coal Mines (Special Provisions) Bill 2015 and the Mines & Minerals (Development and Regulation)Amendment Bill 2015 are structurally positive steps, the passing of the Goods and Services Tax (GST) Bill 2015 andthe Land Acquisition Bill 2015 would bring further impetus to the economy.

Risks exist to the domestic growth story. While a number of indicators indicate a gradual uptick in growth, leadingindicators continue to remain subdued. Credit growth in India is yet to see a turn around. The pace of growth andinvestment appear slow. Apoor monsoon during the year could exert pressure on inflation and reduce the RBI's roomto cut rates. This would then have a circular impact on the country's growth, pushing back the recovery by a fewquarters.


5


Board of Directors

The Board of Directors of the company is vested with general power of superintendence, direction and managementof the affairs of the Mutual Fund. Sundaram Asset Management Company acts as the Investment Manager of theSchemes of the Mutual Fund. The Board of Directors monitor and review the functions of the Asset ManagementCompany in order to ensure that it fulfils the tasks assigned to it under the investment management agreement andcomplies with SEBI Regulations and other laws in force. During the year under review, six Board Meetings were held.

Directorship

Mr. M.S. Sundara Rajan retires at the ensuing General Meeting and being eligible, offers himself for re-appointment.Necessary resolution is submitted for your approval.

Audit Committee

The Audit Committee of the Board is constituted as per the SEBI Regulations. Mr. M S Sundara Rajan andMr. R Rajamani are the members of the Committee. During the year, four meetings of the Committee were held. TheCommittee reviewed the internal audit plans, financial statements, adequacy of internal control systems. TheCommittee reviewed the reports, the observations of the internal / external auditors and the responses of themanagement on the reports.

The Company is not required to constitute Nomination and Remuneration Committee, CSR committee as per theprovisions of the Companies Act, 2013

AMC Directors

Mr. Pratip Chaudhuri MBA., CAIIB has been appointed as an independent director on the Board of Sundaram AssetManagement Company Ltd., (AMC) with effect from 3rd February 15. Mr. Pratip Chaudhuri, a former Chairman ofthe State Bank of India (SBI), has held senior positions in SBI and its associates. He was also associated with SBIMutual Fund as Chief Investment Officer for a brief period. His knowledge and rich experience will immenselybenefit the Mutual Fund and the AMC.

The Board of Directors noted with grief the passing away of Mr. Ashoke Bijapurkar on 11th February 2015.Mr. Ashoke was on the Board of the AMC since March 2003 and a member of its Products and Strategy committee,Executive Committee and Nomination & Remuneration Committee. The Board of Directors remembered his longassociation with the AMC and the mutual fund and recorded its appreciation of his immense contribution andvaluable services to the growth of the AMC and Sundaram Mutual Fund.

Public Deposits

Your company has not accepted any deposits from the public.

Particulars of Employee Remuneration

The Company has no employee on its payroll. Accordingly, the provisions of Section 197(12) of the Companies Act,2013 requiring disclosure of remuneration of employees is not applicable.

During the year, Mr. T S Sritharan, Secretary, resigned from the Company. Mr. C Balasubramanian who wasappointed as the Secretary in August 2014 resigned during January 2015. The Company is not required to appoint aWhole Time Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013.

Disclosure under the Prevention of Sexual Harassment of Women at Workplace Act, 2013

The Company has no employee in its payroll and hence the Act is not applicable.

Information under Section 134 (3) (m) of the Companies Act, 2013

Your Company has no activity relating to conservation of energy or technology absorption. The Company had noforeign exchange earnings or outgo during the year 2014-15 and in 2013-14.


6


Particulars of loans, guarantee and investments pursuant to Section 186 of the Companies Act, 2013

The Company has not given any loan or guarantee to any person or body corporate nor invested in securities of anyother body corporate during the year 2014-15.

Particulars of Related Party Transactions pursuant to Section 134 (3) (h) of the Companies Act, 2013

During the year 2014-15, there was no new contract or arrangement or transaction referred to Section 188(1) of theCompanies Act, 2013, entered with the related parties. Suitable disclosure as required by the Accounting Standard18 (AS 18) issued by the Institute of Chartered Accountants of India has been made in the Annual Report.

The Directors' responsibility statement pursuant to Section 134 (3) (c) of Companies Act, 2013

Your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit of the company for that period;

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts on a going concern basis;

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

Extract of Annual Returns:

The extract of the annual return pursuant to Rule 12 (1) of the Companies (Management and Administration) Rules,2014 is attached as Annexure I.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors of your Company will hold officeuntil the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. TheCompany has received a certificate from them pursuant to Section 139 confirming their eligibility under section 141of the Companies Act, 2013 and rules issued thereunder.

Acknowledgement

Your Directors wish to place on record their deep appreciation of the professional support and guidance receivedfrom Sundaram Finance Limited, Sundaram Asset Management Company Ltd (AMC), Securities and ExchangeBoard of India and Association of Mutual Funds in India.

Your Directors also acknowledge the support and co-operation extended by investors, bankers, Registrars, theCustodian and other service providers and look forward to their continued support.

Your Directors place on record their appreciation of the dedication and commitment displayed by the employees ofthe AMC.

For and On behalf of the Board of Directors,

K V RamanathanChairman


Place: ChennaiDate : 27.04.2015

7



FORM NO MGT-9Extract of Annual Return as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS

i) C I N U65999TN2003PLC052058

ii) Registration Date 2-Dec-03

iii) Name of the Company Sundaram Trustee Company Limited

iv) Category / Sub-category of the company Public Company / Company having share capital

v) Address of the Registered office and contact details 21 Patullos Road, Chennai 600 002.

Tel:044-28583362

vi) Whether listed company No

vii) Name, address and contact details of Registrar

and Transfer agent, if any Not applicable

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-

IV SHARE HOLDING PATTERN ( Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Sl.No.

% to total turnover of thecompany

Name & description ofmain products / services

NIC Code of theproduct/ services

Trusteeship Services 65999 100%1

Sl.No.

Name and address of thecompany

Sundaram Finance Limited,21, Patullos Road,Chennai 600002

1

ApplicableSection

Sec. 2 (87)

CIN/GLN

L6519TN1954PLC002429

Holding/Subsidiary/Associate

HoldingCompany

% ofshares Held

100%

8



Category ofShareholders

No of Shares held at thebeginning of the year

No of shares held at theend of the year %

ChangeDuringthe yearDemat Physical

% ofTotalShares

% ofTotalShares

Total TotalPhysicalDemat

A) Promoter

B) Public Shareholding

1) Indian

1. Institutions

Sub Total A(1)

a) Individual / HUF

a) Mutual Funds

b) Central Govt

b) Banks / FI

c) State Govt

c) Central Govtd) State Govte) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign Venture CapitalI) Others (Specify)

Sub Total B(1)2. Non-Institutionsa) Bodies Corp

b) Individuals

i) Indian

i) Individual share-

ii) Individual share-

ii) Overseas

holders holding nominal

holders holding nominal

share cap upto 1 Lakh

share cap in excess of 1 Lakh

d) Bodies Corpe) Banks / FIf) Any other

-

-

-

-

-

--------

---

-

--

----

-

-

-

-

-

--------

---

-

--

50,000

-

-

-

-

-

--------

---

-

--

-

-

-

-

-

--------

---

-

--

100%

-

-

-

-

-

--------

---

-

--

----

-

-

-

-

-

--------

---

-

--

-

-

-

-

-

--------

---

-

--

-

-

-

-

-

--------

---

-

--

-

-

-

-

-

--------

---

-

--

Nil--

50,000 50,000 50,000100%--

--

--

--

--

--

50,000 100%50,000 50,000 50,000100%2) Foreigna) NRIs - Individualsb) Other Individualsc) Bodies

--

----

-

--

----

--

----

--

----

--

----

--

----

--

----

--

----

--

----

d) Banks / FIe) Any otherSub Total A(2)Total Shareholding ofpromoter

(A) = A(1) + A(2)

Nil

-50,000 100%50,000 50,000 50,000100% Nil

c) Others Specify

9



Sub Total B(2)

(B) = B(1) + B(2)

C) Shares held bycustodian forGDRs & ADRs

Grand Total (A)+ (B)+(C)

-

-

-

50,000

- -

100%

-

-

- - - -

Nil50,000 50,000 50,000100%

- - - - - - - - -

- - - - - - - - -

ii) Shareholding of promoters

iii) Change in Promoter's Shareholding( Please specify, if there is no change)

Sl.No.

Shareholder's Name

Sundaram FinanceLimited

1

Shareholding at thebeginning of the year

Shareholding at theend of the year

No ofShares

No ofShares

% of totalsharesof the

company


company

% ofshares

pledged/encumbered to

total shares

% ofshares

pledged/encumberedto total shares

%changein shareholdingduringthe year

50,000 Nil50,000100% Nil 100% Nil

Sl.No. Particulars

Sundaram Finance LimitedAt the beginning of the year:

Date wise increase / decrease inpromoter Share holding duringthe year specifying thereasons for increase / decrease(e.g Allotment / Transfer / Bonus /sweat equity)

At the End of the year:

1

Shareholding at thebeginning of the year

Shareholding at theend of the year

No ofShares

No ofShares


company


company

50,000 50,000100% 100%

- - 50,000 100%

Total Public Share Holding

No Change

10



iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and

ADRs)

v) Shareholding pattern of Directors and Key Managerial Personnel

Sl.No. For Each of the Top 10

Share Holders

At the beginning of the year:1

Shareholding at the

beginning of the year

Cumulative shareholding

during the year

No ofShares

No ofShares


company


company

NilNil

Nil

NilNil

Nil NilNilNil

Sl.No. For each of the directors

and KMP

At the beginning of the year:1

Shareholding at the

beginning of the year

Cumulative shareholding

during the year

No ofShares

No ofShares


company


company

NilNil

Nil

NilNil

Nil NilNilNil

At the End of the year (or on thedate of separation, if separatedduring the year)

Date wise increase / decrease inpromoter Share holdingduring the year specifying thereasons for increase / decrease(e.g Allotment / Transfer/Bonus/sweat equity)

At the End of the year

Date wise increase / decreasein promoter Share holdingduring the year specifying thereasons for increase / decrease(e.g Allotment / Transfer / Bonus /sweat equity)

Sl.No.

Particulars of Remuneration

Gross Salary

Total (A)

Ceiling as per the Act

1

Name of MD/WTD/ Manager Total Amount

a) Salary as per provisions contained in section 17(1) of theIncome tax Act, 1961 NilNil

b) Value of Perquisites u/s 17(2) of the Income Tax Act, 1961 NilNilc) Profits in Lieu of salary under section 17(3) Income tax

Act, 1961 NilNil

Stock Option NilNil2

Sweat Equity NilNil3

Commission - as % of Profits NilNil4Others, Please specify NilNil5

Nil

NA

Nil


i) Principal Amountii) Interest due but not paidIII) Interest accrued but not due

SecuredLoansexcludingdeposits

DepositsUnsecuredLoans

TotalIndebtedness

Nil

Nil

Nil

Nil

Nil

Nil

Indebtedness at the beginning of thefinancial year: NilNilNilNil

Nil

Nil


V) Indebtedness

Indebtedness of the Company including interest outstanding / accrued but not due for payment

VI) Remuneration of Directors and Key Managerial Personnel.

a) Remuneration to Managing Director, Whole-time directors and/or Manager

NilNilNilNilTotal (i)+(ii)+(iii)

NilNilNilNilChange in Indebtedness during thefinancial year:- Addition- Reduction

NilNilNilNil- Net Change

Indebtedness at the end of the financial year:i) Principal Amountii) Interest due but not paidIII) Interest accrued but not due

Total (i)+(ii)+(iii)

11


b) Remuneration to Other Directors


c) Remuneration to Key Managerial Personnel other than MD/Manager / WTD

Sl.No. Particulars of Remuneration

Independent Directors- Fee for attending board/Committee meetings- Commission- Others, Please Specify

Total (1)

Other Non-Executive Directors- Fee for attending board/Committee meetings- Commission- Others, Please SpecifyTotal (2)

Total (3) = (1)+(2)

1

2

K.V. Ramanathan R. Rajamani

TotalAmount

Name of Director

M.S. Sundararajan

- -- -

- -

- -

2,25,000 6,50,000

1,80,900 6,02,700- -

4,05,900 12,52,700

4,05,900 12,52,700

Total Managerial Remuneration

Overall Ceiling as per the Act

--

-

-

1,25,000

2,40,900-

3,65,900

3,65,900

2,40,900

--

-

-

2,25,000

1,80,900-

4,05,900

4,05,900

1,80,9003 1,80,900 6,02,700

7,40,486

S. Viji

--

-

-

75,000

--

75,000

75,000

-

Sl.No.

Particulars of Remuneration

Gross Salary

Ceiling as per the Act

1

Key Managerial Personnel

CEO CFOCompanySecretary Total

Sweat Equity NilNilNilNil

Total (A) Nil Nil

NA

NilNil

a) Salary as per provisions contained inSection 17(1) of the Income Tax Act, 1961 NilNilNilNil

b) Value of Perquisites u/s Section17(2) of theIncome Tax Act, 1961 Nil NilNilNil

Stock Option NilNilNilNil

Commission - as % of Profits Nil NilNilNil

Others, Please specify Nil NilNilNil

c) Profits in Lieu of salary undersection 17(3) Income tax Act, 1961 NilNilNilNil

2

34

5

12


VII. Penalties/ Punishment/Compounding of Offences

13ANNUAL REPORT 2014-2015

Type

A. Company

PenaltyPunishmentCompounding

B. Directors


c. Other Officers at Default


U/s of theCompanies

Act

Authority[ RD/NCLT/Court]

BriefDescription

Appeal Made,if any

Details ofPenalty /

Punishment/CompoundingFees Imposed

Nil


INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF M/S. SUNDARAM TRUSTEE COMPANY LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of (“theSundaram Trustee Company LimitedCompany”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and CashFlow Statement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Generally AcceptedAccounting Principles in India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimatesmade by the company's directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information require by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India,

(a) I sn the case of the balance sheet, of the state of affairs of the Company as at 31 t March 2015 ;



INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF M/S. SUNDARAM TRUSTEE COMPANY LIMITED

(b) In the case of the Statement of Profit and Loss, of the Profit the year ended on that date.

(c) In the case of the Cash flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 (“the Order”), issued by the Government of India interms of sub-section(11) of section 143 of the Companies Act, 2015, we give in the Annexure statement on thematters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books

(c) The Balance Sheet, statement of Profit and Loss and Cash flow Statement, dealt with by this Report are inagreement with the books of account

(d) In our opinion, the above statements comply with the Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record bythe Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as adirector in terms of sub-section (2) of section 164 of the Companies Act, 2013.

(f) In our Opinion and to the best of our information and according to the explanation given to us:

i) The Company does not have any pending litigations which would impact its financial position.

ii) The company did not have any long term contracts including derivative contracts for which there were anymaterial foreseeable losses.

for Sundaram & SrinivasanChartered Accountants

Firm Registration No. 004207S

S. UshaPartner

Membership No.211785


Place: ChennaiDate : 27.04.2015

15


Annexure to the Auditors’ ReportI. a) The Company is maintaining proper records

showing full particulars including quantitativedetails and the situation of fixed assets.

b) These fixed assets were physically verified bythe management at reasonable intervals. We areinformed that no material discrepancies werenoticed on such verification.

ii. The company does not hold any inventory.Hence, clauses (a), (b), (c) of paragraph (ii) ofthe Order are not applicable.

iii. The company has neither granted nor taken anyloans, secured or unsecured to / and fromcompanies, firms or other parties covered in theregister maintained under section 301 of the Act.Hence the clauses (iii) (b) to (g) of the Order arenot applicable.

iv. There is adequate internal control systemcommensurate with the size of the company andnature of its business for purchase of Fixed Assets.There are no major weaknesses in internal controlsystem.

v. The company has not accepted any deposits fromthe public.

vi. The Central Government has not prescribedmaintenance of cost records under sub-section (1)of Section 148 of the Act.

vii. (a) The company is regular in depositing IncomeTax and Service Tax with appropriate authorities.The other statutory dues are not applicable to thecompany.

(b) There are no disputed statutory dues by thecompany. However, disputed income tax liabilityamounting to Rs.4,68,950/- has not beendeposited on account of dispute contested beforeAssistant Commissioner of Income Tax inrectification proceedings.

(c) There were no amounts that were required tobe transferred to the Investor Education andProtection Fund by the Company.

viii The company has no accumulated losses and hasnot incurred cash losses during this financial yearand in the immediately preceding financial year.

ix. The company has not availed any loans from anyfinancial institutions or bank or debenture holders

and hence the clause (ix) of the Order is notapplicable to the company.

x. The company has not given any guarantee forloans taken by others from banks or financialinstitutions.

xi. The company had not availed any Term Loansduring the year.

xii. No fraud on or by the company has been noticedor reported during the year.

xiii. In our opinion, the above statements comply withthe Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

xiv. On the basis of written representations receivedfrom the directors as on March 31, 2015 andtaken on record by the Board of Directors, none ofthe directors is disqualified as on March 31, 2015,from being appointed as a director in terms of sub-section(2) of Section 164 of the Companies Act,2013.

xv. With respect to other matters to be included in theAuditor's report in accordance with Rule 11 of theCompanies (Audit and Auditors Rules 2014). Inour opinion and to the best of our information andaccording to the explanation given to us:-

(i) The Company has disclosed the impact ofpending litigations on its financial position inNote 2.2 of Note No.16B to the FinancialStatements.

(ii) The Company did not have any long termcontracts including derivatives contracts forwhich there were any material foreseeable losses.

for Sundaram & SrinivasanChartered Accountants

Firm Registration No. 004207S

S. UshaPartner

Membership No.211785Place: ChennaiDate : 27.04.2015


Balance Sheetas at 31st March 2015

Particulars

I. EQUITY AND LIABILITIES

(1) Shareholders' Fund

(a) Share Capital 1 5,00,000 5,00,000

(b) Reserves and Surplus 2 52,84,472 43,78,971

(2) Non- Current Liabilities

(a) Deferred Tax Liabilities 3 - 9,165

(3) Current Liabilities

(a) Trade Payables 4 1,87,613 76,710

(b) Other Current Liabilities 5 7,22,200 3,00,600

(c) Short term Provisions 6 29,99,750 46,79,800

39,09,563 50,57,110

TOTAL 96,94,035 99,45,246

II ASSETS

(1) Non-Current Assets

(a) Fixed Assets

Tangible Assets 7 10,093 67,127

(b) Long term Loans and Advances 8 10,40,182 9,72,917

-(c) Deferred Tax Asset 3 5,800

(2) Current Assets

(a) Current Investments 9 77,26,579 80,79,894

(b) Trade Receivables 10 8,27,494 6,13,343

(c) Cash and Cash Equivalents 11 55,927 1,52,803

(d) Short term Loan and Advances 12 27,960 59,162

86,37,960 89,05,202

TOTAL 96,94,035 99,45,246

Significant Accounting Policies andother Notes forming part of accounts 16

31.03.15NoteNo. 31.03.14

Rs. Rs.



For ForSundaram & Srinivasan SUNDARAM TRUSTEE COMPANY LIMITEDChartered AccountantsFirm Registration No. 004207S

S Usha K V Ramanathan S VijiPartner Chairman DirectorMembership No. 211785

R Rajamani M.S. Sundara RajanDirector Director

ChennaiApril 27, 2015

17

Profit and Loss Statementfor the period ended 31st March 2015

Particulars

I Revenue from Operations

Sale of Services

- Trusteeship Fee 13 86,82,537 1,11,29,909

II Other Income 14 5,02,435 7,23,227

III Total Revenue (A) 91,84,972 1,18,53,136

IV Expenses

Administrative and Other Expenses 15 36,83,647 35,56,021

Depreciation 7 22,334 29,555

Total Expenses (B) 37,05,981 35,85,576

V Profit Before Tax (C)= (A-B) 54,78,991 82,67,560

VI Tax Expense

Current Tax 15,60,000 24,30,000

Deferred Tax (6,095) (4,235)

Total - Tax Provisions (D) 15,53,905 24,25,765

VII Profit After Tax (E)= (C-D) 39,25,086 58,41,795

Basic and diluted Earnings per Share

[Ref 2.6 of Note No 16 16 78.50 116.84

2014-15NoteNo. 2013-14

Rs. Rs.

Significant Accounting Policies andother Notes forming part of accounts 16







18

Notes forming partof the Balance Sheet as at March 31, 2015

Note No. 1SHARE CAPITAL

Authorised25,00,000 25,00,0002,50,000 Equity Shares of Rs.10/- each

Issued, Subscribed and Fully Paid up50,000 Equity Shares of Rs.10/- each 5,00,000 5,00,000

Total 5,00,000 5,00,000

31.03.15Rs.

31.03.14Rs.

Note No. 2RESERVES AND SURPLUS1. General Reserve

As per the last Balance Sheet 31,29,000 25,44,000Add: Transfer from surplus during

the year 3,92,500 35,21,500 5,85,000 31,29,000Less : Depreciation on Assets whoseuseful life has expired adjustedagainst the reserves 19,835 -

35,01,665 31,29,0002. Surplus

As per the last Balance Sheet 12,49,971 6,72,976Add: Profit for the year 39,25,086 58,41,795Subtotal (a) 51,75,057 65,14,771Less: Appropriation(i) Dividend 25,00,000 40,00,000

(ii) Dividend Distribution Tax 4,99,750 6,79,800(iii) Transfer to General Reserve 3,92,500 5,85,000Subtotal (b) 33,92,250 52,64,800Balance (a) -(b) 17,82,807 12,49,971Total 52,84,472 43,78,971

31.03.15 31.03.14Rs. Rs.

a. Reconciliation of the shares outstanding at thebeginning and at the end of the reporting period:There is no change in the holding pattern of the ShareCapital during the years 2014-15 and 2013-14.

b. Terms/rights attached to Equity Shares:The Company has only one class of equity shareshaving a par value of Rs.10/- per share. Each Memberis entitled to one vote by show of hands and while onpolls, every shareholder is entitled to vote inproportionate to their holdings.

The dividend proposed by the Board of Directors issubject to the approval of the shareholders in theensuing Annual General Meeting.

In the event of liquidation of the company, the

holders of equity shares will be entitled to receiveremaining assets of the company. The distribution willbe in proportion to the number of equity shares heldby the shareholders.

c. Shares held by the Holding Company:50,000 shares (Previous year 50,000 shares) are heldby M/s. Sundaram Finance Ltd, the holding companyand its nominees.

d. Details of shareholders holding more than 5% ofthe Equity Shares of Rs.10 each in the Company:M/s. Sundaram Finance Ltd, the holding companyand its nominees held 100% of the Equity ShareCapital of the Company as on 31.03.15 & also as on31.03.14.

19



Note No. 3DEFERRED TAX LIABILITIES

Income tax on the difference between depreciation as per books ofaccount and depreciation as per the Income Tax Act, 1961.

- Liabilities - 9,165

- Assets 5,800 -

Total 5,800 9,165

31.03.15Rs.

31.03.14Rs.


Note No. 4CURRENT LIABILITIES - TRADE PAYABLE

For Services

-Sundaram Asset Management

Company Ltd (An associate) 1,87,613 76,710

Total 1,87,613 76,710

31.03.15Rs.

31.03.14Rs.

Note No. 5OTHER CURRENT LIABILITIES

Director Remuneration Payable - 2,10,600

Commission to Director Payable 5,42,430 -

Audit Fees payable 1,17,000 90,000

Statutory Dues 62,770 -

Total 7,22,200 3,00,600

31.03.15Rs.

31.03.14Rs.

Note No. 6SHORT TERM PROVISIONS

Proposed Dividend 25,00,000 40,00,000

Dividend Distribution tax 4,99,750 6,79,800

Total 29,99,750 46,79,800

31.03.15Rs.

31.03.14Rs.

20




Note No. 9CURRENT INVESTMENTS(Valued at lower of cost and fair value)

Investments in Mutual Funds - Sundaram Mutual Fund (an Associate)

Sundaram Ultra Short Term Fund- Daily DividendReinvestment Option at Cost:- 713931.582 units (Previous year754676.392 Units) of Rs.10/ each. 7,170,657 7,579,894

Sundaram Ultra Short Term Fund- Growth at Cost:-28859.423 units (Previous year Nil units) of Rs.10/- each. 550,000 -

Sundaram Money Fund - Daily Dividend Reinvestment Optionat Cost: 586.178 units (Previous year Nil Units) of Rs.10/- each 5,922 -

Sundaram Fixed Term Plan Plan DC at Cost:- Nil units (Previousyear : 50,000 Units) of Rs.10/-each. - 500,000

Total 7,726,579 8,079,894

Aggregate value of unquoted Investments - Current 7,726,579 8,079,894[Net asset value - Rs.77,33,829/-(Previous year - Rs.81,31,879/-)]

Total 7,726,579 8,079,894

31.03.1431.03.15Rs. Rs.

Note No. 7

FIXED ASSETS - TANGIBLE ASSETS

Description Depreciation Net Block

(in Rupees)

As at31.03.14

Computers

Furniture andFixtures

Deductions

2,00,405

2,00,405

-

-

- -

OfficeEquipments

Total

Gross Block at Cost

As at01.04.14 Deductions

2,06,400

2,06,400

-

-

-

Additions

-

-

-

-

-

4,40,300

13,906

72,812

5,27,018

As at31.03.15

2,33,900

13,906

72,812

3,20,618

5,27,018

5,27,018

As at31.03.15

4,946

1,507

3,640

10,093

67,127

36,730

2,663

27,734

67,127

Previous yearfigures(31.03.14)

Additions

25,789

1,156

24,094

51,039

29,555

As at31.03.15

2,28,954

12,399

69,172

3,10,525

4,59,891

As at01.04.14

4,03,570

11,243

45,078

4,59,891

4,30,336

21


31.03.1431.03.15Rs. Rs.

Note No. 8LONG TERM LOANS AND ADVANCES

Advance Income Tax and Tax Deducted at Source 10,40,182 9,72,917(Net of provisions)

Total 10,40,182 9,72,917



22


Note No. 10

TRADE RECEIVABLES - CURRENT

Unsecured, considered good

Sundaram Mutual Fund (Associate) 8,27,494 6,13,343

Total 8,27,494 6,13,343

Note No. 11

CASH AND CASH EQUIVALENTS

Balance with Scheduled Banks

- In Current Accounts 55,927 1,52,803

Total 55,927 1,52,803


Note No. 12

SHORT TERM LOANS AND ADVANCES

Unsecured -Considered Good

Service tax credit receivable 23,920 55,122

Fringe Benefit Tax - Refund receivable 4,040 4,040

Total 27,960 59,162

Notes forming partof the Profit and Loss Statement for the year 2014-15

Note No. 13

REVENUE FROM SALE OF SERVICES

Services Rendered

Trusteeship Fees 86,82,537 1,11,29,909

Total 86,82,537 1,11,29,909

31.03.15Rs.

31.03.14Rs.

31.03.15Rs.

31.03.14Rs.

31.03.15Rs.

31.03.14Rs.

31.03.15Rs.

31.03.14Rs.

23


Note No. 14

OTHER INCOME

Interest on Short term Deposit with a Scheduled Bank - 2,685

Profit on Sale of Current Investments 55,750 2,18,355

Dividend from Current Investments 4,46,685 4,69,364

Interest on Income Tax Refund - 32,823

Total 5,02,435 7,23,227

Notes forming partof the Profit and Loss Statement for the year 2014-15

2013-142014-15Rs. Rs.


Note No. 15ADMINISTRATIVE AND OTHER EXPENSES

Directors Remuneration - 890,370

Commission to Directors 602,700 -

Directors Sitting Fees 650,000 300,000

Payments to the Auditor:- Statutory Audit fees 140,000 100,000

- Tax Audit fees 40,000 30,000

Travel Expenses - Directors 165,087 151,619

Administrative expenses 1,800,000 1,800,000

Insurance 171,000 171,000

Printing and Stationery 24,197 61,204

Professional Fees 78,878 49,035

ROC Filing charges 5,600 2,550

Bank Charges 190 243

Loss on Write Off of Obselete Assets 5,995 -

Total 3,683,647 3,556,021

2013-142014-15Rs. Rs.





NOTE NO. 16

A Corporate Information

Sundaram Trustee Company Limited (the company) is a public limited company incorporated under the

provisions of the Companies Act, 1956. It is a fully owned subsidiary of M/s.Sundaram Finance Ltd. The

Company is engaged in the business of Trusteeship services to M/s.Sundaram Mutual Fund.

B SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR

THE YEAR ENDED MARCH 31, 2015

1 SIGNIFICANT ACCOUNTING POLICIES

1.1 Accounting Policies

These accounts have been prepared in accordance with historical cost convention and in accordance with the

generally accepted accounting principles.

1.2 Income Recognition

Trusteeship Fee and income from investments are accounted for on accrual basis.

1.3 Investments

Investments, which are readily realisable and intended to be held for not more than one year from the date on

which such investments are made, are classified as Current investments. All other investments are classified as

Non-Current Investments. Current investments are carried in the financial statements at lower of cost and fair

value determined on individual investment basis. Non-current investments are carried at cost. However, a part

of Non-current investments which is expected to be realized within twelve months from the balance sheet has

been shown as current investments.

1.4 Valuation of Fixed Assets

Fixed assets are carried at historical cost less accumulated depreciation.

1.5 Depreciation Policy

Depreciation on assets is provided on the Written Down Value Method at rates prescribed in Schedule XIV

to the Companies Act, 1956.

2 Other Notes and Disclosures

2.1 Sundry Creditors do not include any amount payable to Micro, Small and Medium Enterprises

2.2 Contingent Liability

Disputed income tax liability of Rs.4,68,950/- (Previous year Rs. 10,29,910/-) contested before the

Asst.Commissioner of Income Tax in rectification proceedings is not provided for.

2.3 Cashflow Statement in accordance with the Accounting Standard 3 issued by the Institute of

Chartered Accountants of India:

Enclosed as Annexure A

2.4 Segment Reporting in accordance with the Accounting Standard 17 issued by the Institute Chartered

Accountants of India:

The Company has identified Trusteeship Services as the only business segment.

24



2.5 Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18, 'Related Party Disclosures',

issued by the Institute of Chartered Accountants of India are given below:

SlNo.

Name Relationship Nature ofTransaction

1 Sundaram Finance Ltd Holding Company Dividend Paid

2014-15(Rs.)

2013-14(Rs.)

40,00,000 40,00,000

2

3

Sundaram AssetManagement Company Ltd

Sundaram Mutual Fund

Fellow Subsidiary

Associate

Expenses

Investments in Units

Sale of Units

Income

18,00,000 18,00,000

88,46,685 1,02,88,262

92,55,750 1,25,37,253

91,84,972 1,18,17,628

25


4 Sundaram BNP ParibasHome Finance Ltd.

Fellow Subsidiary

9 Royal Sundaram AllianceInsurance Company Limited Associate

5

6

7

Sundaram Finance Distribution Ltd.

Sundaram Infotech Solutions Ltd

LGF Services Limited

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

8 Sundaram Business Services Ltd Fellow Subsidiary

10 Infreight Logistics Solutions Limited Fellow Subsidiary

15

14

16

17

Caltec Servicez Pvt Ltd

Sundaram BPO India Ltd

Sundaram Asset ManagementSingapore Pte.Ltd

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

Insurance

11

12

13

Professional ManagementConsultants Limited

Sundaram BNP ParibasFunds Services LtdSundaram ParekhWarehousing Services Ltd

Sundaram InsuranceBroking Services Ltd

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

Fellow Subsidiary

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

1,71,000 1,71,000

Outstanding Receivable as on 31st March 2015 - Sundaram Mutual Fund

Outstanding Payable as on 31st March 2015 - Sundaram Asset ManagementCompany Limited

8,27,494 6,13,343

1,87,613 76,710


2.6 Earnings per Share (EPS) in accordance with the Accounting Standard 20 issued by the Institute ofChartered Accountants of India:

Profit as per Profit and Loss Account 39,25,086 58,41,795

Weighted average number of equity shares 50,000 50,000

Basic and diluted earnings per share 78.50 116.84

Nominal Value of Shares 10 10

2.7 Remittances during the year in foreign currency - Nil (Previous year Nil)

2.8 Expenditure in foreign exchange - Nil (Previous year Nil)

2.9 Earnings in foreign exchange - Nil (Previous year Nil)

As per our report of even date attached

26


31.03.15Rs.

31.03.14Rs.






Cash Flow Statementin accordance with the Accounting Standard 3 issued by the

Institute of Chartered Accountants of India

A) CASH FLOW FROM OPERATINGACTIVITIES:

Net Profit 39,25,086 58,41,795Provision for Taxation 15,53,905 24,25,765

54,78,991 82,67,560

Add: Financial ExpensesDepreciation 22,334 29,555Add: Loss on Sale of Obselete Items 5,995 -(Profit) loss on sale of Investments (55,750) (2,18,355)Interest / Dividend Income (4,46,685) (5,04,872)

(4,74,106) (6,93,672)

OPERATING PROFIT BEFOREWORKING CAPITAL CHANGES 50,04,885 75,73,888(Increase) Decrease in Long Term Loansand Advances - (13,500)(Increase) Decrease in Short Term Loansand Advances (31,202) (13,880)(Increase) Decrease in Other CurrentAssets (2,14,151) 3,94,565Increase (Decrease) in Other CurrentLiabilities 5,46,003 (34,29,381)

3,63,054 (30,62,196)

Cash generated from Operations 53,67,939 45,11,692Financial Expenses - -Direct Taxes Paid (16,40,765) (16,40,765) (25,42,126) (25,42,126)

NET CASH FROM OPERATINGACTIVITIES (A) 37,27,174 19,69,566

B) CASH FLOW FROM INVESTINGACTIVITIESPurchase of current investments (88,46,685) (1,02,88,262)Sale of current Investments 92,55,750 1,25,37,253Dividend Received 4,46,685 4,69,364

8,55,750 27,18,355NET CASH FROM INVESTINGACTIVITIES (B) 8,55,750 27,18,355

2014-15 2013-14Rs.

ANNEXURE A

27


Rs. Rs. Rs.


Cash Flow Statementin accordance with the Accounting Standard 3 issued by the

Institute of Chartered Accountants of India

C) CASH FLOW FROM FINANCINGACTIVITIESIncrease (Decrease) inLong Term Borrowings - -Interest Income - 35,508Dividend paid (including CorporateDividend Tax) (46,79,800) (46,79,800) (46,79,800) (46,44,292)

NET CASH FROM FINANCINGACTIVITIES (C) (46,79,800) (46,44,292)

D)EFFECT OF FOREIGN EXCHANGERATES ON CASH AND CASHEQUIVALENTS (D) - -

Net increase in cash and cashEquivalents (A)+(B)+( - (D) (96,875) 43,629C)Cash and Cash Equivalents at theBeginning of the year 1,52,803 1,09,174Cash and Cash Equivalents at theEnd of the year 55,927 1,52,803

E) COMPONENTS OF CASH AND CASHEQUIVALENTS AT THE END OF THEYEARCurrent Account with Banks 55,927 1,52,803Cash, Stamps and Stamp Papers onHand - -

CASH AND CASH EQUIVALENTS ATTHE END OF THE YEAR 55,927 1,52,803

(Contd...)

28







2014-15 2013-14Rs.Rs. Rs. Rs.

Documents

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